Nokia 2015 Annual Report Download - page 48

46 NOKIA IN 2015
Board review
Our 150-year anniversary year, 2015, was another
year of fundamental change for Nokia as we
took a major step forward as the company
shaping the revolution in connectivity and
digitization in the Programmable World.
The year marked the execution of the third
phase of our latest transformation. The
rst phase started in 2012 and culminated
with the sale of substantially all of our
former Device and Services business in
2014. This took place simultaneously with
our acquisition of Siemens’ stake in Nokia
Siemens Networks, a joint venture between
Nokia and Siemens. The latest and third
phase is the long-term strategy and vision
planning for the renewed Nokia.
In April, we announced the acquisition
ofAlcatel Lucent in a transaction that
supports and aligns with Nokia’s vision
andstrategy and boosted our plans with
aleap. The acquisition was done through
apublic exchange oer in France and in the
United States on the basis of 0.55 Nokia
share for every Alcatel Lucent security. The
all-share transaction valued Alcatel Lucent
at EUR15.6 billion on a fully diluted basis,
andassuming full acceptance of the
oer,former Alcatel Lucent shareholders
wouldown approximately a third of Nokia.
We at the Board thoroughly and carefully
evaluated and considered the scope of the
deal, wide range of dierent alternatives
and the deal parameters, and, in the end,
the full acquisition was deemed the best
tfor our strategy and vision, and in the
best interest of our shareholders. The deal
gives Nokia greater scope, scale, innovation
heft and customer reach to help us lead
thedevelopment of next-generation 5G
technology and the Internet of Things.
Our sharpened focus also included a
strategic review of our HERE location and
mapping business which was completed
inAugust with an announcement to sell
thebusiness to a German automotive
industry consortium.
In October, as part of the preparatory
phase of the Alcatel Lucent transaction,
weannounced the planned leadership and
organizational structure for the combined
company, followed by the announcement
of a planned two-year, EUR 7 billion capital
structure optimization program, subject
toclosing the Alcatel Lucent transaction.
This comprehensive program is based on
athorough analysis of Nokia’s potential
long-term capital structure requirements,
and focuses on shareholder distributions
and de-leveraging, while maintaining
Nokia’s nancial strength.
In December, our shareholders showed
their overwhelming support for the Alcatel
Lucent acquisition at our Extraordinary
General Meeting; and their support
extended to the election of three new
Board members, all with relevant industry
experience and history with Alcatel Lucent.
After the successful completion of the
exchange oers, we focused on moving
forward with our combined operations as
soon as possible. As a result, we emerged
as a new company, with a strong portfolio
and geographical reach, complemented
with unique innovation capabilities that
position us to drive and develop the
technologies of tomorrow; to achieve
protable growth; to respond to the needs
of our global customer base; to continue
tosuccessfully license our intellectual
property rights; and, in short, to create
value for our shareholders.